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05/04 CINCINNATI FINA : Declares Regular Quarterly Cash Dividend
05/04 CINCINNATI FINA : Holds Shareholders' and Directors' Meetings
04/28 CINCINNATI FINA : posts 1Q profit
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CINCINNATI FINANCIAL : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

05/06/2015 | 04:50pm US/Eastern
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
              Appointment of Certain Officers; Compensatory Arrangements of
              Certain Officers.



On May 2, 2015, the compensation committee of the board of directors of Cincinnati Financial Corporation approved a form of service-based restricted stock unit agreement with ratable vesting of shares for use with awards granted under the Cincinnati Financial Stock Compensation Plan of 2006. The agreement is furnished as Exhibit 10.1 hereto.

Item 7.01 Regulation FD Disclosure

On May 4, 2015, Cincinnati Financial Corporation issued the attached news release "Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings." The news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. On May 4, 2015, Cincinnati Financial Corporation issued the attached news release "Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend." The news release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

Final voting results on matters properly brought before the annual meeting of shareholders held on May 2, 2015, are set forth below:

Total Outstanding Shares as of Record Date: 164,260,077

Shares Represented at Meeting: 139,554,150

Proposal 1-Election of Directors



                            For      Withhold  Broker Non-Votes

William F. Bahl 112,528,633 10,058,897 16,966,620 Gregory T. Bier 122,062,984 524,546 16,966,620 Linda W. Clement-Holmes 121,419,606 1,167,924 16,966,620 Dirk J. Debbink 122,039,125 548,405 16,966,620 Steven J. Johnston 121,554,491 1,033,039 16,966,620 Kenneth C. Lichtendahl 112,436,148 10,151,382 16,966,620 W. Rodney McMullen 121,763,133 824,397 16,966,620 David P. Osborn 122,086,880 500,650 16,966,620 Gretchen W. Price 121,105,678 1,481,852 16,966,620 John J. Schiff, Jr. 112,704,151 9,883,379 16,966,620 Thomas R. Schiff 112,595,940 9,991,590 16,966,620 Douglas S. Skidmore 112,397,711 10,189,819 16,966,620 Kenneth W. Stecher 112,838,685 9,748,845 16,966,620 John F. Steele, Jr. 113,082,988 9,504,542 16,966,620 Larry R. Webb

           112,625,936  9,961,594    16,966,620




Proposal 2-Ratify Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2015


    For     Against Abstain Broker Non-Votes
138,918,060 323,156 312,934       -0-



Proposal 3 -Approve Compensation for Named Executive Officers


    For      Against  Abstain Broker Non-Votes
120,066,400 1,635,332 885,584    16,966,834




This report should not be deemed an admission as to the materiality of any information contained in the news release.

The information furnished in Item 7.01 of this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits




 (c) Exhibits



Exhibit 10.1-Form of Restricted Stock Unit Agreement (service based/ratable vesting) for the Cincinnati Financial Corporation 2006 Stock Compensation Plan.

Exhibit 99.1- News release dated May 4, 2015, titled "Cincinnati Financial Corporation Holds Shareholders' and Directors' Meetings"

Exhibit 99.2- News release dated May 4, 2015, titled "Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend"

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